In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend...more
The SEC's Proposal - On March 28, 2022, the SEC released a rulemaking proposal (the "Proposal") for new rules to clarify the meaning of certain terms in the statutory definitions of "dealer" and "government securities...more
In the News. The Office of the Comptroller of the Currency (OCC) issued a long-awaited rule seeking comment on its proposed approach to determine the Community Reinvestment Act (CRA) evaluation measure benchmarks, retail...more
2020 has been a banner year for IPOs by special purpose acquisition companies, or SPACs. Over 100 SPAC IPOs have closed so far in 2020, with aggregate gross proceeds of approximately $42.1 billion and an average IPO size of...more
The SEC announced last week that in light of COVID-19 concerns, the Division of Corporation Finance is providing a temporary secure file transfer process for the submission of (i) supplemental materials that are requested by...more
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more
In Jensen v. iShares Trust, 2020 Cal. App. LEXIS 61 (Cal. App. Jan. 23, 2020), a rare state court decision addressing claims under the Securities Act of 1933 (“1933 Act”), the California Court of Appeal rejected...more
On January 21, 2020, Grayscale Bitcoin Trust (the “Trust”) became the first digital currency investment vehicle to attain the status of an SEC reporting company. The Trust’s sponsor, Grayscale Investments, LLC (“Grayscale”),...more
Public issuers may benefit from the use of shelf offerings as an efficient, cost-effective alternative to Form S-1 in order to register shares as part of a primary offering, secondary offering, or as a benefit to its...more
On November 19, 2019, Judge William M. Campbell of the United States District Court for the Middle District of Tennessee granted in part and denied in part motions to dismiss a putative class action under the Securities Act...more
The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more
On October 18, 2019, Judge Edward J. Davila of the United States District Court for the Northern District of California granted in part and denied in part a motion to dismiss a putative class action asserting claims under...more
On September 26, 2019, the Securities and Exchange Commission (the “SEC”) adopted Rule 6c-11 (the “Rule”) under the Investment Company Act of 1940 (the “1940 Act”), the long-awaited “ETF Rule.” ETFs that satisfy certain...more
The Securities and Exchange Commission adopted a long-awaited exemptive rule that will allow most exchange-traded funds (ETFs) to operate without an exemptive order, subject to various conditions. The final rule, which the...more
SEC ADOPTS LONG AWAITED ETF RULE TO MODERNIZE ETF REGULATION - On September 25, 2019, the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) approved Rule 6c-11 under the Investment Company Act of 1940, as...more
It is common for investors in venture capital and private equity transactions, and in other investment arrangements, as a condition to their investment, to have rights to appoint board observers when director representation...more
I suspect that many lawyers do not give a great deal of thought to the application of the California Corporate Securities Law of 1968 to the issuance of shares in connection with the incorporation of a wholly owned...more
On June 25, 2019, Judge Arthur Spatt of the United States District Court for the Eastern District of New York dismissed with prejudice a putative securities class action brought by investors in a mutual fund asserting...more
Rule 105 of Regulation M may create more anxiety among compliance professionals in the hedge fund industry than any other SEC rule. It is a “strict liability” regime, meaning that you can be found in violation even if the...more
On March 20, 2019, the U.S. Securities and Exchange Commission (“SEC”) proposed a series of reforms to the registration and offering processes for registered closed-end investment companies (“Registered CEFs”). The proposal...more
On March 20, 2019, the Securities and Exchange Commission (SEC) voted to propose a series of rule and form amendments, as directed by Congress under the Small Business Credit Availability Act (SBCA) and the Economic Growth,...more
On February 19, 2019, the Securities and Exchange Commission (SEC) proposed a rule that would generally permit all issuers to “jump the gun”—that is, to make offers to certain institutional investors prior to the filing of a...more
On February 19, 2019, the Securities and Exchange Commission (the "SEC") proposed Rule 163B under the Securities Act of 1933, as amended (the "Securities Act"), which would permit all prospective issuers, including registered...more
The Economic Growth, Regulatory Relief, and Consumer Protection Act (Consumer Protection Act), signed into law on May 24, 2018, includes certain provisions that are particularly relevant to investment companies, both...more
As equity valuations of public companies remain high in comparison to recent historical norms, the use of public company stock as an acquisition currency by SEC registrants in acquisitions of private companies will continue,...more